1
EXHIBIT 2.1.5
FIFTH AMENDMENT TO PURCHASE AGREEMENT
This Fifth Amendment to Purchase Agreement (this "Fifth Amendment") is
made by and among GLENBOROUGH PROPERTIES, L.P., XXXXX XXXXXX LLC, GLB CHASE ON
COMMONWEALTH, L.P., GLB COURTYARD, L.P., GLB FARMHURST, L.P., GLB THE OAKS,
L.P., GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP, GLB SHARONRIDGE - PHASE
II, LIMITED PARTNERSHIP, GLB XXXXXXXX XXXX, L.P., GLENBOROUGH FUND V, LIMITED
PARTNERSHIP, GLENBOROUGH FUND VI, LLC, and GLENBOROUGH FUND X, LIMITED
PARTNERSHIP (collectively, "Transferors") and XXXX GARDENS, LLC, a Nevada
limited liability company ("Buyer").
R E C I T A L S :
A. Transferors and Buyer entered into that certain Purchase Agreement
effective September 26, 2000 (the "Original Agreement"), pursuant to which
Transferors agreed to sell to Buyer and Buyer agreed to purchase from
Transferors the Properties described therein. The Original Agreement has been
amended by that certain First Amendment to Purchase Agreement dated November 10,
2000 (the "First Amendment"), by that certain Second Amendment to Purchase
Agreement dated as of November 30, 2000 (the "Second Amendment'), by that
certain Third Amendment to Purchase Agreement dated as of December 12, 2000 (the
"Third Amendment") and by that certain Fourth Amendment to Purchase Agreement
dated as of December 20, 2000 (the "Fourth Amendment"). The Original Agreement
as amended by the First, Second, Third and Fourth Amendments is hereinafter
referred to as the "Agreement". Unless otherwise expressly defined, all
capitalized terms used herein shall have the meanings given to such terms in the
Agreement.
B. Transferors and Buyer have decided to further amend the Agreement in
certain respects.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, Transferors and Buyer hereby agree as follows:
1. Xxxxxxx Money. The Initial Xxxxxxx Money Deposit has been released by
the Title Company pursuant to the provisions of that certain letter agreement
executed on even date herewith by Glenborough Realty Trust, Inc. and Buyer,
which provides that $4,240,000 will be wired to Green Park Financial and the
remaining $760,000 will be wired to Mid Peninsula Bank as the Exchange Agent for
Transferors. The $760,000 will be applied as a credit to the Consideration at
the Closing. In the event that the Closing does not occur, Transferors shall not
be required to refund the $760,000 to Buyer unless the transaction is not
consummated as a result of a default by Transferors under the
1
2
Agreement. Buyer's obligation to deposit the Remaining Xxxxxxx Money Deposit is
hereby waived.
2. Loan Commitment Date. The Loan Commitment Date, as defined in Section
5(a)(v) of the Agreement is hereby extended to December 29, 2000.
3. Buyer's Deliveries. The deadline for the Transferors' agreement on
the form and content of the Standstill Agreements and the GE Agreement is hereby
extended to December 29, 2000, and Transferors' acceptance of the form of such
Agreements by such date shall be a Transferor's Condition Precedent pursuant to
Section 5(b) of the Purchase Agreement.
4. Ratification. Except as amended by this Fifth Amendment, the terms
and provisions of the Agreement shall remain in full force and effect, and shall
be binding upon and inure to the benefit of the parties hereto.
(Remainder of page intentionally left blank)
2
3
EXECUTED as of December 22, 2000.
TRANSFERORS:
GLENBOROUGH PROPERTIES, L.P.
a California limited partnership
By Glenborough Realty Trust Incorporated,
a Maryland corporation,
its General Partner
By ______________________________
Its___________________________
XXXXX XXXXXX LLC,
a Delaware limited liability company
By: Glenborough Properties, L.P.,
a California limited partnership
Its Managing Member
By: Glenborough Realty Trust Incorporated
Its General Partner
By: _____________________________
Its__________________________
GLB CHASE ON COMMONWEALTH, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLB COURTYARD, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
3
4
GLB FARMHURST, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLB THE OAKS, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLB SHARONRIDGE - PHASE II, LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
4
5
GLB XXXXXXXX XXXX, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLENBOROUGH FUND V, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Glenborough Realty Trust Incorporated
Its Agent
By: _____________________________
Its__________________________
GLENBOROUGH FUND VI, LLC,
a Delaware limited liability company
By: Glenborough Realty Trust Incorporated
Its Agent
By: _____________________________
Its__________________________
GLENBOROUGH FUND X, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Glenborough Realty Trust Incorporated
Its Agent
By: _____________________________
Its__________________________
5
6
BUYER:
XXXX GARDENS, LLC, a Nevada limited liability company
By: _____________________________
Its__________________________
6
